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Exhibit
10.17
Time-Vested Option
Agreement
CHILL HOLDINGS,
INC.
STOCK OPTION GRANT
NOTICE
2008 STOCK INCENTIVE
PLAN
Chill Holdings, Inc. (the
“Company”), pursuant to the Chill Holdings, Inc. 2008
Stock Incentive Plan (“Plan”), hereby grants to the
“Optionholder” identified below a Nonstatutory Stock
Option to purchase the number of shares of the Company’s
Common Stock (“Shares”) set forth below. This Option is
subject to all of the terms and conditions as set forth herein and
in the Option Agreement, the Plan and the Management Stockholders
Agreement, all of which are attached hereto and incorporated herein
in their entirety. Any capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the
Plan.
Optionholder:
Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to
Option:
Exercise Price (Per Share):
Total Exercise Price:
Expiration Date:
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| Exercise Schedule: |
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Same as Vesting
Schedule. |
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| Vesting
Schedule: |
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| Payment: |
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By cash or check
(unless otherwise permitted by the Committee) |
Additional
Terms/Acknowledgements: The undersigned Optionholder
acknowledges receipt of, and understands and agrees to, this Grant
Notice, the Option Agreement, the Management Stockholders Agreement
and the Plan. Optionholder further acknowledges that as of the Date
of Grant, this Grant Notice, the Option Agreement, the Management
Stockholders Agreement and the Plan set forth the entire
understanding between Optionholder and the Company regarding the
acquisition of Shares and supersede all prior oral and written
agreements on that subject with the exception of (i) options
previously granted and delivered to Optionholder under the Plan,
and (ii) the agreements, if any, listed below:
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| Chill Holdings, Inc. |
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OPTIONHOLDER |
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| By: |
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Signature |
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Signature |
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| Title: |
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Date: |
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| Date: |
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Attachments: Option Agreement, 2008
Stock Incentive Plan and Management Stockholders
Agreement
CHILL HOLDINGS,
INC.
2008 STOCK INCENTIVE
PLAN
OPTION
AGREEMENT
(TIME-BASED STOCK
OPTION)
Pursuant to your Stock Option
Grant Notice (“Grant Notice”) and this Option
Agreement, Chill Holdings, Inc. (the “Company”) has
granted you a stock option under the Chill Holdings, Inc. 2008
Stock Incentive Plan (the “Plan”) to purchase the
number of shares of the Company’s Common Stock indicated in
your Grant Notice at the exercise price indicated in your Grant
Notice. Capitalized terms not defined in this Option Agreement but
defined in the Plan shall have the same definitions as in the Plan.
For the avoidance of doubt, the terms and conditions of the Grant
Notice are a part of the Option Agreement, unless otherwise
specified.
The details and terms and
conditions of this Option Agreement shall govern your Nonstatutory
Stock Option:
1. Vesting . Subject
to the limitations contained herein, your Option will vest as set
forth in your Grant Notice, provided that vesting will cease upon
the termination of your Continuous Service. For the purposes of
this Option Agreement, in the event of an involuntary termination
of Continuous Service, the termination shall be effective, and
vesting shall cease, as of the date stated in the relevant notice
of termination and, unless otherwise required by law, will not be
extended by any notice period or other period of leave. Subject to
Applicable Law, the Company shall determine the date of termination
in its sole discretion.
2. Number of Shares and
Exercise Price . The number of shares of Common Stock subject
to your Option and your exercise price per share referenced in your
Grant Notice may be adjusted from time to time for various
adjustments in the Company’s equity capital structure, as
provided in the Plan.
3. Method of Payment
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(a) Payment of the exercise
price is due in full upon exercise of all or any part of your
Option. You may elect to make payment of the exercise price in cash
or by check. Alternatively, in the Committee’s sole
discretion at the time your Option is exercised and provided that
at the time of exercise there is a public market for the shares of
Common Stock, your exercise may be implemented pursuant to a
program developed under Regulation T as promulgated by the Federal
Reserve Board that, prior to the issuance of Common Stock, results
in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise
price to the Company from the sales proceeds. Notwithstanding the
terms of the previous sentence, you may not be permitted to
exercise your Option pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board if such
exercise would violate the provisions of Section 402 of the
Sarbanes-Oxley Act of 2002 or other Applicable Law.
(b) Notwithstanding the
foregoing, the Committee may permit you to make payment of the
exercise price and/or taxes relating to such exercise, in whole or
in part, in shares of Common Stock having a Fair Market Value equal
to the amount of the aggregate exercise price or taxes, or such
portion thereof, as applicable; provided, however, that you must
satisfy all such requirements as may be imposed by the Committee,
including without limitation
that you have held such shares for such
period as may be established from time to time by the Committee in
order to avoid a supplemental charge to earnings for financial
accounting purposes, if any, and that any withholding for tax
purposes does not exceed the statutory minimum rate of
withholding.
(c) Where you are permitted
to pay the exercise price of an Option and/or taxes relating to the
exercise of an Option by delivering shares of Common Stock, you
may, subject to procedures satisfactory to the Committee, satisfy
such delivery requirement by presenting proof that you are the
Beneficial Owner of such shares of Common Stock, in which case the
Company shall treat the Option as exercised and/or the taxes paid,
as applicable, without further payment and shall withhold such
number of shares from the Shares acquired by the exercise of the
Option.
(d) Notwithstanding the
foregoing, the Committee may permit you to make payment of the
exercise price in any other form of legal consideration that may be
acceptable to the Committee in its sole discretion, including an
exercise effected on a “net exercise” basis.
Additionally, you shall have the right to exercise your Option by
way of a “cashless” or “net” exercise basis
pursuant to which Company shall retain that number of shares of
Common Stock having a Fair Market Value equal to the amount of the
aggregate exercise price of the Option and/or withholding or
taxe
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